UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington,~~WASHINGTON, D.C. 20549

FORM 10-Q

QQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ~~ended~~ended: ~~September 30,~~December 31, 2011

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File ~~No.~~Number: ~~33-18978~~001-31990

TEL-INSTRUMENT ELECTRONICS ~~CORP~~CORP.

(Exact name of ~~Registrant~~registrant as specified in its charter)

	New Jersey	~~22-1441806~~	22-1441806
	(State or other jurisdiction of ~~incorporation)~~	~~(IRS Employer Identification Number)~~
incorporation or organization)			(I.R.S. Employer Identification No.)


	One Branca Road East Rutherford, ~~New Jersey~~NJ 07073	~~07073~~
	(Address of principal executive offices)

~~(Zip Code)~~	(201) 933-1600

	~~Former Address: 728 Garden Street, Carlstadt, NJ 07072~~

	~~Registrant's~~(Registrant’s telephone number, including area ~~code:~~ ~~(201) 933-1600~~	code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by ~~Section~~section 13 or ~~15 (d)~~15(d) of the Securities Exchange Act of 1934 during the ~~preceding~~past 12 months, ~~(or for such shorter period that the registrant was required to file such reports),~~ and (2) has been subject to such filing requirements for the past 90 days. Yes x ýNo o¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

~~Large accelerated filer~~ o	~~Accelerated filer~~ o	~~Non-accelerated filer~~ o	~~Smaller reporting company~~ x
		~~(Do not check if a smaller reporting company)~~

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate ~~web~~Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such ~~files).~~files. Yes xý No o¨

Indicate by ~~checkmark~~check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	¨	Accelerated filer	¨

Non-accelerated filer	¨	Smaller reporting company	ý

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ~~Securities~~Exchange Act).

Yes o¨ No xý

~~Indicate the number~~As of February 10, 2012, there were 2,683,715 shares outstanding of the ~~issuer's~~registrant’s common ~~stock, as of the latest practical date:~~ ~~2,652,315 shares of Common stock, $.10 par value as of November 10, 2011.~~stock.

Table of Contents

TEL-INSTRUMENT ELECTRONICS CORPORATION

~~TAB~~TABLE LE OF CONTENTS

				~~PAGE~~PART I – FINANCIAL INFORMATION
		Page
~~Part I~~Item 1.	Financial Statements.
		3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.
		16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.
		22
Item 4.	Controls and Procedures.
		22
PART II – ~~Financial Information~~			OTHER INFORMATION

Item 1.	~~Condensed Consolidated Financial Statements (Unaudited):~~Legal Proceedings.	3

	~~Condensed Consolidated Balance Sheets~~ ~~September 30, 2011 and March 31, 2011~~	3
	~~Condensed Consolidated Statements of Operations -~~ ~~Three and Six Months Ended September 30, 2011 and 2010~~	4
	~~Condensed Consolidated Statements of Cash Flows -~~ ~~Six Months Ended September 30, 2011 and 2010~~	5
	~~Notes to Condensed Consolidated Financial Statements~~	623

Item 2.1A.	~~Management’s Discussion and Analysis of the Results of Operations and Financial Condition~~Risk Factors.	16

~~Item 4.~~	~~Controls and Procedures~~	22

~~Part II – Other Information~~

~~Item 1.~~	~~Legal Proceedings~~	23

Item 2.	Unregistered ~~sales~~Sales of Equity Securities and Use of ~~Proceeds~~Proceeds.	23

Item 3.	Defaults Upon Senior Securities.	23

Item 4.	Mine Safety Disclosures.	23

Item 5.	Other Information.	23

Item 6.	~~Exhibits~~Exhibits.	2324

Signatures		2425

Table of Contents

~~Part I.~~ ~~Financial~~ ~~Information~~PART I – FINANCIAL INFORMATION

Item 1. Financial ~~Statements~~Statements.

TEL-INSTRUMENT ELECTRONICS CORPORATION

~~CONDENSED~~CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2011			March 31, 2011			December 31, 2011			March 31, 2011
	(unaudited)						(unaudited)
ASSETS

Current assets:
Cash and cash equivalents	$	932,289		$	123,955		$	640,170		$	123,955
Accounts receivable, net		1,455,363			2,585,619			1,769,817			2,585,619
Unbilled government receivables		1,466,623			1,466,623			1,466,623			1,466,623
Inventories, net		2,645,818			2,970,378			3,785,971			2,970,378
Prepaid expenses and other		121,608			70,970			137,542			70,970
Deferred debt expense		108,321			108,321			108,321			108,321
Deferred income tax asset		1,103,599			1,131,175			1,126,247			1,131,175
Total current assets		7,833,621			8,457,041			9,034,691			8,457,041

Equipment and leasehold improvements, net		420,134			330,694			617,213			330,694
Deferred debt expenses – long-term		318,945			373,105			291,865			373,105
Deferred income tax asset – non-current		1,461,664			1,461,664			1,461,664			1,461,664
Other assets		62,670			35,235			56,872			35,235
Total assets	$	10,097,034		$	10,657,739		$	11,462,305		$	10,657,739

LIABILITIES & STOCKHOLDERS’ EQUITY

Current liabilities:
Current portion long-term debt		504,617			282,798			522,959			282,798
Capital lease obligations		10,445			15,685			62,397			15,685
Accounts payable		437,241			1,598,679			1,996,916			1,598,679
Progress billings		-			424,202			-			424,202
Deferred revenues – current portion		23,731			28,382			19,985			28,382
Accrued payroll, vacation pay and payroll taxes		419,109			445,738			410,865			445,738
Accrued expenses		1,900,369			1,287,034			1,674,819			1,287,034
Total current liabilities		3,295,512			4,082,518			4,687,941			4,082,518

Subordinated notes payable-related parties		250,000			250,000			250,000			250,000
Capital lease obligations – long-term		57,327						166,727			-
Deferred revenues		8,969			15,381			6,342			15,381
Warranty Liability		429,832			366,137			299,399			366,137
Long-term debt, net of debt discount		1,744,682			1,979,114			1,620,638			1,979,114
Total liabilities		5,786,322			6,693,150			7,031,047			6,693,150

Commitments

Stockholders' equity:
Common stock, par value $.10 per share, 2,652,315 and 2,646,215 issued and outstanding as of September 30, 2011 and March 31, 2011, respectively		265,231			264,621
Common stock, par value $.10 per share, 2,652,815 and 2,646,215 issued and outstanding as of December 31, 2011 and March 31, 2011, respectively								265,281			264,621
Additional paid-in capital		5,777,879			5,711,531			5,800,944			5,711,531
Accumulated deficit		(1,732,398	)		(2,011,563	)		(1,634,967	)		(2,011,563	)
Total stockholders' equity		4,310,712			3,964,589			4,431,258			3,964,589
Total liabilities and stockholders' equity	$	10,097,034		$	10,657,739		$	11,462,305		$	10,657,739

See accompanying notes to condensed consolidated financial ~~statements~~statements.

Table of Contents

TEL-INSTRUMENT ELECTRONICS CORPORATION

CO~~NDENSE~~DCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

~~(Unaudited)~~

	Three Months Ended						Nine Months Ended
	December 31, 2011			December 31, 2010			December 31, 2011			December 31, 2010

Net sales	$	3,673,235		$	4,261,222		$	11,337,800		$	9,772,435
Cost of sales		2,227,856			2,395,206			6,547,563			5,354,804

Gross margin		1,445,379			1,866,016			4,790,237			4,417,631

Operating expenses:
Selling, general and administrative		724,636			686,380			2,191,332			2,137,055
Engineering, research and development		633,136			767,366			2,160,107			2,385,802
Total operating expenses		1,357,772			1,453,746			4,351,439			4,522,857

Income (loss) from operations		87,607			412,270			438,798			(105,226	)

Other income (expense):
Amortization of debt discount		(13,386	)		(19,164	)		(40,177	)		(33,678	)
Amortization of debt expense		(27,081	)		(27,080	)		(81,241	)		(33,098	)
Change in fair value of common stock warrants		130,433			(129,684	)		66,738			(129,684	)
Gain on sale of capital asset		500			-			500			3,600
Proceeds from life insurance policy		-			-			300,029			-
Interest income		224			71			418			219
Interest expense		(103,155	)		(102,016	)		(302,265	)		(172,715	)
Total other expense		(12,465	)		(277,873	)		(55,998	)		(365,356	)

Income (loss) before income taxes		75,142			134,397			382,800			(470,582	)

Income tax expense (benefit)		(22,289	)		105,385			6,204			(136,188	)

Net income (loss)		97,431			29,012			376,596			(334,394	)

Basic income (loss) per common share	$	0.04		$	0.01		$	0.14		$	(0.13	)
Diluted income (loss) per common share	$	0.04		$	0.01		$	0.14		$	(0.13	)

Weighted average shares outstanding:
Basic		2,652,864			2,626,149			2,650,032			2,621,417
Diluted		2,706,078			2,642,747			2,718,720			2,621,417

Three Months Ended Six Months Ended
September 30, 2011 September 30, 2010 September 30, 2011 September 30, 2010

Net sales $ 3,674,354 $ 3,055,933 $ 7,664,565 $ 5,511,213
Cost of sales 2,191,127 1,586,698 4,319,707 2,959,598

Gross margin 1,483,227 1,469,235 3,344,858 2,551,615

Operating expenses:
  Selling, general and administrative 667,874 692,631 1,466,696 1,450,675
  Engineering, research and development 677,933 861,090 1,526,971 1,618,436
Total operating expenses 1,345,807 1,553,721 2,993,667 3,069,111

Income (loss) from operations 137,420 (84,486 ) 351,191 (517,496 )

Other income (expense):
  Amortization of debt discount (13,396 ) (8,745 ) (26,791 ) (14,514 )
  Amortization of debt expense (27,080 ) (6,018 ) (54,160 ) (6,018 )
  Change in fair value of common stock Warrants 104,891 (63,695 )
  Gain on sale of capital asset - - - 3,600
  Proceeds from life insurance policy - - 300,029 -
  Interest income 101 101 194 148
  Interest expense (96,416 ) (47,194 ) (199,110 ) (70,699 )

Income (loss) before income taxes 105,520 (146,342 ) 307,658 (604,979 )

Income tax expense (benefit) 2,204 (58,348 ) 28,493 (241,573 )

Net income (loss) 103,316 (87,994 ) 279,165 (363,406 )

   Basic income (loss) per common share $ 0.04 $ (0.03 ) $ 0.11 $ (0.14 )
   Diluted income (loss) per common share $ 0.04 $ (0.03 ) $ 0.10 $ (0.14 )

Weighted average shares outstanding:
   Basic 2,650,063 2,622,415 2,648,608 2,619,038
   Diluted 2,736,993 2,622,415 2,733,850 2,619,038

See accompanying notes to condensed consolidated financial ~~statements~~statements.

Table of Contents

TEL-INSTRUMENT ELECTRONICS CORPORATION

CONDENSED CO~~NSOLIDATED~~CONSOLIDATED STATEMENTS OF CASH FLOWS

~~(Unaudited)~~

Six Months ended
Sept 30,2011 Sept 30, 2010
Cash flows from operating activities:
Net income (loss) $ 279,165 $ (363,406 )
Adjustments to reconcile net income (loss) to net cash provided by
    (used in) operating activities:

       Deferred income taxes 27,576 (244,288 )
       Depreciation and amortization 112,265 109,447
       Provision for inventory obsolescence (260,000 ) -
       Gain on sale of asset - (3,600 )
       Amortization of debt discount 26,791 -
       Increase in cash surrender value of life insurance 2,011 -
       Gain on proceeds from life insurance policy (300,029 ) -
       Change in fair value of common stock warrant 63,695 -
       Non-cash stock-based compensation 46,494 49,028

Changes in assets and liabilities:
    Decrease (increase) in accounts receivable 1,130,256 (1,092,481 )
    Decrease (increase) in inventories 584,560 (1,169,537 )
    (Increase) decrease in prepaid expenses & other (50,638 ) 4,776
    (Increase) decrease in other assets (42,100 ) 8,302
   (Decrease) increase in accounts payable (1,161,438 ) 788,491
   (Decrease) increase in accrued payroll, vacation pay & withholdings (26,629 ) 145,740
    Decrease in deferred revenues (11,063 ) (26,412 )
   (Decrease) increase in progress billings (424,202 ) 446,090
    Increase in accrued expenses 613,335 321,269
Net cash provided by (used in) operating activities 610,049 (1,026,581 )

Cash flows from investing activities:
    Proceeds from the sale of capital asset - 3,600
    Purchases of equipment (79,772 ) (93,890 )
Net cash used in investing activities (79,772 ) (90,290 )

Cash flows from financing activities:
    Proceeds from the issuance of common stock - 50,000
    Proceeds from the exercise of stock options 20,464 9,925
    Proceeds from long-term debt - 2,500,000
    Expenses associated with long-term debt - (527,796 )
    Repayment of long-term debt (39,405 ) -
    Repayment of capitalized lease obligations (15,685 ) -
    Proceeds from borrowings from line of credit - 400,000
    Repayment of line of credit - (1,000,000 )
    Proceeds from life insurance policy 312,683 -
Net cash provided by financing activities 278,057 1,432,129

Net increase in cash and cash equivalents 808,334 315,258
Cash and cash equivalents at beginning of period 123,955 173,048
Cash and cash equivalents at end of period $ 932,289 $ 488,306
Taxes paid $ - $ -
Interest paid $ 173,882 $ 49,221
Capitalized lease obligations $ 67,772 $ -

(Unaudited)

	Nine Months ended
	December 31, 2011			December 31, 2010
Cash flows from operating activities:
Net income (loss)	$	376,596		$	(334,394	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Deferred income taxes		4,928			(138,903	)
Depreciation and amortization		117,376			135,293
Allowance for bad debts		(1,200	)		-
Provision for inventory obsolescence		1,971			-
Gain on sale of asset		(500	)		(3,600	)
Amortization of debt discount		40,177			33,678
Amortization of debt expense		81,241			33,098
Increase in cash surrender value of life insurance		2,011			-
Gain on proceeds from life insurance policy		(300,029	)		-
Change in fair value of common stock warrant		(66,738	)		129,684
Non-cash stock-based compensation		68,324			75,771

Changes in assets and liabilities:
Decrease (increase) in accounts receivable		817,002			(675,089	)
Decrease in unbilled government receivables		-			821
Increase in inventories		(817,564	)		(1,086,742	)
(Increase) decrease in prepaid expenses & other		(66,572	)		14,719
(Increase) decrease in other assets		(36,302	)		11,056
Increase in accounts payable		398,237			740,385
(Decrease) increase in accrued payroll, vacation pay & withholdings		(34,873	)		45,458
Decrease in deferred revenues		(17,436	)		(30,668	)
Decrease increase in progress billings		(424,202	)		(69,412	)
Increase in accrued expenses		387,785			52,942
Net cash provided by (used in) operating activities		530,232			(1,065,903	)

Cash flows from investing activities:
Proceeds from the sale of capital asset		500			3,600
Purchases of equipment		(149,161	)		(106,070	)
Net cash used in investing activities		(148,661	)		(102,470	)

Cash flows from financing activities:
Proceeds from the issuance of common stock		-			50,000
Proceeds from the exercise of stock options		21,749			15,315
Proceeds from long-term debt		-			2,500,000
Expenses associated with long-term debt		-			(527,796	)
Repayment of long-term debt		(158,493	)		-
Repayment of capitalized lease obligations		(41,295	)		(2,108	)
Proceeds from borrowings from line of credit		-			400,000
Repayment of line of credit		-			(1,000,000	)
Proceeds from life insurance policy		312,683			-
Net cash provided by financing activities		134,644			1,435,411

Net increase in cash and cash equivalents		516,215			267,038
Cash and cash equivalents at beginning of period		123,955			173,048
Cash and cash equivalents at end of period	$	640,170		$	440,086
Taxes paid	$	-		$	-
Interest paid	$	269,131		$	136,408
Capitalized lease obligations	$	254,734		$	26,387

See accompanying notes to condensed consolidated financial statements

Table of Contents

TEL-INSTRUMENT ELECTRONICS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 – Basis of Presentation

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to present fairly the financial position of Tel-Instrument Electronics Corp. as of ~~September 30,~~December 31, 2011, the results of operations for the three and ~~six~~nine months ended ~~September 30,~~December 31, 2011 and ~~September 30,~~December 31, 2010, and statements of cash flows for the ~~six~~nine months ended ~~September 30,~~December 31, 2011 and ~~September 30,~~December 31, 2010. These results are not necessarily indicative of the results to be expected for the full year. The financial statements have been prepared in accordance with the requirements of Form 10-Q and consequently do not include disclosures normally made in an Annual Report on Form 10-K. The March 31, 2011 balance sheet included herein was derived from the audited financial statements included in the Company’s annual report on Form 10-K as of that date. Accordingly, the financial statements included herein should be reviewed in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2011.

Note 2 – Revenue Recognition – Percentage-of-Completion – ITATS (“Intermediate Level TACAN Test Set”) (AN/ARM-206)

Due to the unique nature of the ITATS program, wherein a significant portion of this contract will not be delivered for over a year, revenues under this contract are recognized on a percentage-of-completion basis, which recognizes sales and profit as they are earned, rather than at the time of shipment. Revenues and profits are estimated using the cost-to-cost method of accounting where revenues are recognized and profits recorded based upon the ratio of costs incurred to estimate of total costs at completion. The ratio of costs incurred to date to the estimate of total costs at completion is applied to the contract value to determine the revenues and profits. When adjustments in estimated contract revenues or estimated costs at completion are required, any changes from prior estimates are recognized by recording adjustments in the current period for the inception-to-date effect of the changes on current and prior periods. The Company also receives progress billings on this program, which is a funding mechanism by the government to assist contractors on long-term contracts prior to delivery. These progress payments are applied to Unbilled Government Receivables resulting from revenues recognized under percentage-of-completion accounting. There have been no progress billings or revenues recognized during the ~~six~~nine months ended ~~September 30,~~December 31, 2011.

In July 2011, the Company secured a $599,000 contract modification from the U.S. Navy to incorporate product enhancements to the ITATS AN/ARM-206 TACAN test set resulting from Navy technical evaluation testing. These changes, and the required product verification testing, are expected to ~~take an estimated nine to 12 months to complete.~~be completed by mid-year 2012. This additional funding will not have a material bottom line impact as most of the engineering work for this contract will be sub-contracted to DRS Sustainment Systems located in St. ~~Louis.~~Louis, MO. Production deliveries of the 102 ITATS units are now expected to begin in the ~~middle~~second half of the ~~next~~2012 calendar ~~year.~~year (See Critical Accounting Policies – Revenue Recognition).

Note 3 – Accounts Receivable, net

The following table sets forth the components of accounts receivable:

	September 30, 2011			March 31, 2011			December 31, 2011			March 31, 2011
Government	$	1,238,856		$	2,344,438		$	1,452,902		$	2,344,438
Commercial		253,177			277,851			352,385			277,851
Less: Allowance for doubtful accounts		(36,670	)		(36,670	)		(35,470	)		(36,670	)
	$	1,455,363		$	2,585,619		$	1,769,817		$	2,585,619

Table of Contents

TEL-INSTRUMENT ELECTRONICS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ~~(continued)~~

(Unaudited)

Note 4 ~~Inventories,~~–Inventories, net

Inventories consist of:

	September 30, 2011			March 31, 2011			December 31, 2011			March 31, 2011

Purchased parts	$	2,024,014		$	2,119,957		$	2,498,245		$	2,119,957
Work-in-process		766,569			1,184,812			1,369,246			1,184,812
Finished goods		40,235			110,609			98,480			110,609
Less: Inventory reserve		(185,000	))		(445,000	))		(180,000	))		(445,000	))

	$	2,645,818		$	2,970,378		$	3,785,971		$	2,970,378

Note 5 – Income (Loss) Per Share

Financial Accounting Standards Board (“FASB”) ASC 260 requires presentation of basic earnings per share ("(“basic ~~EPS"~~EPS”) and diluted earnings per share ("(“diluted ~~EPS"~~EPS”).

The Company’s basic income (loss) per common share is based on net income (loss) for the relevant period, divided by the weighted average number of common shares outstanding during the period. Diluted income (loss) per common share is based on net income (loss), divided by the weighted average number of common shares outstanding during the period, including common share equivalents, such as outstanding stock options. Diluted loss per share for the ~~periods~~nine months ended ~~September 30,~~December 31, 2010 does not include common stock equivalents, as these stock equivalents would be anti-dilutive.

Three Months Ended Three Months Ended

September 30,
2011

September 30,
2010

Basic net income (loss) per share computation:
  Net income (loss) attributable to common stockholders $ 103,316 $ (87,994 )
  Weighted-average common shares outstanding $ 2,650,063 2,622,415
  Basic net  income (loss) per share attributable to common stockholders $ 0.04 $ (0.03 )
Diluted net income (loss) per share computation
  Net income (loss)  attributable to common stockholders $ 103,316 $ (87,994 )
  Weighted-average common shares outstanding 2,650,063 2,622,415
  Incremental shares attributable to the assumed exercise of
       outstanding stock options
86,930 -
  Total adjusted weighted-average shares 2,736,993 2,622,415
  Diluted net income (loss) per share attributable to common stockholders $ 0.04 $ (0.03 )

	Three Months Ended		Three Months Ended
	December 31, 2011		December 31, 2010
Basic net income per share computation:
Net income (loss) attributable to common stockholders	$	97,431	$	29,012
Weighted-average common shares outstanding		2,652,864		2,626,149
Basic net income per share attributable to common stockholders	$	0.04	$	0.01
Diluted net income per share computation
Net income attributable to common stockholders	$	97,431	$	29,012
Weighted-average common shares outstanding		2,652,864		2,626,149
Incremental shares attributable to the assumed exercise of outstanding stock options		53,214		16,598
Total adjusted weighted-average shares		2,706,078		2,642,747
Diluted net income per share attributable to common stockholders	$	0.04	$	0.01

Table of Contents

TEL-INSTRUMENT ELECTRONICS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ~~(continued)~~

(Unaudited)

Note 5 – Income (Loss) Per Share ~~(continued)~~(Continued)

	Nine Months Ended		Nine Months Ended
	December 31, 2011		December 31, 2010


Basic net income (loss) per share computation:
Net income (loss) attributable to common stockholders	$	376,596	$	(334,394	)
Weighted-average common shares outstanding		2,650,032		2,621,417
Basic net income (loss) per share attributable to common stockholders	$	0.14	$	(0.13	)
Diluted net income (loss) per share computation
Net income (loss) attributable to common stockholders	$	$376,596	$	(334,394	)
Weighted-average common shares outstanding		2,650,032		2,621,417
Incremental shares attributable to the assumed exercise of outstanding stock options		68,688		-
Total adjusted weighted-average shares		2,718,720		2,621,417
Diluted net income (loss) per share attributable to common stockholders	$	0.14	$	(0.13	)

Six Months Ended
Six Months Ended

September 30,
2011

September 30,
2010

Basic net income (loss) per share computation:
  Net income (loss) attributable to common stockholders $ 279,165 $ (363,406 )
  Weighted-average common shares outstanding 2,648,608 2,619,038
  Basic net  income (loss) per share attributable to common stockholders $ 0.11 $ (0.14 )
Diluted net income (loss) per share computation
  Net income (loss)  attributable to common stockholders $ 279,165 $ (363,406 )
  Weighted-average common shares outstanding 2,648,608 2,615,038
  Incremental shares attributable to the assumed exercise of
       outstanding stock options
85,242 -
  Total adjusted weighted-average shares 2,733,850 2,615,038
  Diluted net income (loss) per share attributable to common stockholders $ 0.10 $ (0.14 )

Note 6 – Long-Term Debt

In September 2010, the Company entered into an agreement with BCA Mezzanine Fund LLP (“BCA”) to loan the Company $2.5 million in the form of a Promissory Note (“the “Note”). The Company incurred expenses of $541,604 in connection with this loan, including legal fees, investment banking fees and other transaction fees. These expenses are included as deferred debt expense in the accompanying balance sheet, and these expenses ~~will be~~are amortized over the term of the loan.

The features of the note are as follows:

1. The Note has a term of five (5) years with an annual interest rate of 14% on the outstanding principal amount. Payments for the first year are interest only and amounted to $28,762 monthly and commencing in September 2011, the Company will make

(1)

The Note has a term of five (5) years with an annual interest rate of 14% on the outstanding principal amount. Payments for the first year were interest only and amounted to $28,762 monthly. In September 2011, the Company began making monthly payments of approximately $69,000 for interest and principal ~~of approximately $69,000~~ for the remaining term of the loan.

~~2. The Company issued BCA a nine-year warrant for 136,090 shares, based upon 4.5% of the fully –diluted~~

(2)

The Company issued BCA a nine-year warrant for 136,090 shares, based upon 4.5% of the fully-diluted outstanding shares of the Company’s common stock exercisable at $6.70 per share, the average closing price of the common stock over the three days preceding the loan closing on the NYSE-Amex Exchange. In the event of specific major corporate events or the maturity of the five-year loan, BCA can require the Company to purchase the warrant and warrant shares at the higher of the then Exchange market price less the share exercise price, in the case of the purchase of the warrant, or five times operating income per share. In connection with the warrant issued in conjunction with this debt, the Company recorded a debt discount and warrant liability, which is being marked to fair value at the end of each period (see Note 10 to Notes to the Condensed Consolidated Financial Statements). The debt discount is to be amortized over the life of the loan.

(3)	Loan provisions also contain customary representations and warranties.

(4)	BCA has a lien on all of the Company’s assets. In February 2011, BCA agreed to release part of its lien on Company assets to the U.S. Government to allow for progress billings up to $1,000,000.

Table of Contents

TEL-INSTRUMENT ELECTRONICS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ~~(continued)~~

(Unaudited)

Note 6 – Long-Term Debt ~~(continued)~~(Continued)

~~3. Loan provisions also contain customary representations and warranties.~~

(5)

The Company may prepay a portion of the principal amount provided that (i) any such prepayment shall be applied in the inverse order of the maturity of the principal amount of the Note, (ii) the Company shall pay to BCA an additional amount equal to (A) 3% of the outstanding principal amount being prepaid if such prepayment is made during the first loan year, and (B) 2% of the outstanding principal amount then being prepaid if such prepayment is being made during the second loan year. Each payment must be not less than $25,000 or multiples of $25,000 in excess thereof.

~~4. BCA has a lien on all of the Company’s assets. In February 2011, BCA agreed to release part of its lien on Company assets to the U.S. Government to allow for progress billings up to $1,000,000.~~

(6)

Upon the occurrence of a Change of Control (as defined in the Agreement) or within five (5) Business Days of an O’Hara Life Insurance Realization Event (as defined in the Agreement), the Company shall, in each case at the election of BCA, prepay by wire transfer the entire outstanding principal amount of the Note in accordance with the redemption prices (the “Mandatory Redemption Prices”) set forth below (expressed as a percentage of the outstanding principal amount being prepaid and shall pay 103% in the first loan year, 102% in the second loan year, and 100% thereafter), together with (x) Interest, if any, accrued and unpaid on the outstanding principal amount of the Note so prepaid through the date of such prepayment, (y) all reasonable out-of-pocket costs and expenses (including reasonable fees, charges and disbursements of counsel), if any, associated with such prepayment, and (z) all other costs, expenses and indemnities then payable under this Agreement (such amounts, collectively the “Mandatory Redemption Payment”). If a Change of Control or O’Hara Life Insurance Realization Event shall occur during any Loan Year set forth below, the Mandatory Redemption Price shall be determined based upon the percentage indicated above for such Loan Year multiplied by the principal amount which is being prepaid. At the election of BCA, all or any portion of the Mandatory Redemption Payment may be paid in the form of common stock of the Company in marketable condition in lieu of cash and to the extent available and to the extent not restricted by any SBIC Regulations. In the event BCA makes the election contemplated by the immediately preceding sentence, the Issuer shall issue to Purchaser that number of shares having an aggregate Current Market Price as of such issuance date equal to that portion of the Mandatory Redemption Payment subject to such election.

5. The Company may prepay a portion of the principal amount provided that (i) any such prepayment shall be applied in the inverse order of the maturity of the principal amount of the Note, (ii) the Company shall pay to BCA an additional amount equal to (A) 3% of the outstanding principal amount being prepaid if such prepayment is made during the first loan year, and (B) 2% of the outstanding principal amount then being prepaid if such prepayment is being made during the second loan year. Each payment must be not less than $25,000 or multiples of $25,000 in excess thereof.

(7)

The Note contains a number of affirmative and negative covenants which restrict our operations. The BCA agreement contains a number of affirmative and negative covenants. For the quarter ended December 31, 2011, the Company was not in compliance with three covenants related to maintaining agreed upon financial ratios for fixed charges, and debt service as well as a requirement for capital expenditures. However, the Company received a waiver from BCA on each of the above mentioned covenants.

6. Upon the occurrence of a Change of Control (as defined in the Agreement) or within five (5) Business Days of an O’Hara Life Insurance Realization Event (as defined in the Agreement), the Company shall, in each case at the election of BCA, prepay by wire transfer the entire outstanding principal amount of the Note in accordance with the redemption prices (the “Mandatory Redemption Prices”) set forth below (expressed as a percentage of the outstanding principal amount being prepaid and shall pay 103% in the first loan year, 102% in the second loan year, and 100% thereafter), together with (x) Interest, if any, accrued and unpaid on the outstanding principal amount of the Note so prepaid through the date of such prepayment, (y) all reasonable out-of-pocket costs and expenses (including reasonable fees, charges and disbursements of counsel), if any, associated with such prepayment, and (z) all other costs, expenses and indemnities then payable under this Agreement (such amounts, collectively the “Mandatory Redemption Payment”). If a Change of Control or O’Hara Life Insurance Realization Event shall occur during any Loan Year set forth below, the Mandatory Redemption Price shall be determined based upon the percentage indicated above for such Loan Year multiplied by the principal amount which is being prepaid. At the election of BCA, all or any portion of the Mandatory Redemption Payment may be paid in the form of common stock of the Company in marketable condition in lieu of cash and to the extent available and to the extent not restricted by any SBIC Regulations. In the event BCA makes the election contemplated by the immediately preceding sentence, the Issuer shall issue to Purchaser that number of shares having an aggregate Current Market Price as of such issuance date equal to that portion of the Mandatory Redemption Payment subject to such election.

~~7. The Note contains a number of affirmative and negative covenants which could restrict our operations. We were in compliance with all of our covenants as of September 30, 2011.~~

~~8. The Company and BCA have amended certain provisions to ease some restrictions.~~

(8)	The Company and BCA have amended certain provisions to ease some restrictions.

Note 7 – Stock Options

The Company adopted FASB ASC 718, utilizing the modified prospective method. FASB ASC 718 requires the measurement of stock-based compensation based on the fair value of the award on the date of grant. Under the modified prospective method, the provisions of ASC 718 apply to all awards granted after the date of adoption. The Company recognizes compensation cost on awards on a straight-line basis over the vesting period, typically four years. As a result of adopting ASC 718, operations were charged ~~$22,263~~$21,830 and ~~$46,494~~$68,324 for three and ~~six~~nine months ended ~~September 30,~~December 31, 2011, respectively, as compared to ~~$25,363~~$26,743 and ~~$49,028~~$75,771 for the three and ~~six~~nine months ended ~~September 30,~~December 31, 2010, respectively. The Company estimates the fair value of each option using the Black Scholes option-pricing model with the following weighted-average assumptions: expected dividend yield of 0.0%, risk-free interest rate of ~~2.09%~~0.86% to ~~2.74%~~1.08%, volatility at ~~38.71%~~36.07% to ~~43.06%~~36.63% of the Company’s stock, and an expected life of 5 years for options granted for the ~~six~~nine months ended ~~September 30, 2010. The Company did not grant any stock options~~December 31, 2011; expected dividend yield of 0.0%, risk-free interest rate of 1.23% to 2.11%, volatility at 39.84% to 41.15%, and an expected life of 5 years for the ~~six~~nine months ended ~~September 30, 2011.~~December 31, 2010. The Company estimates forfeiture rate based on historical data. Based on an analysis of historical information, the Company has applied a forfeiture rate of 8%.

Table of Contents

TEL-INSTRUMENT ELECTRONICS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 8 – Segment Information

In accordance with FASB ASC 280, “Disclosures about Segments of an Enterprise and related information”, the Company determined it has two reportable segments - avionics government and avionics commercial. There are no inter-segment revenues.

~~Table of Contents~~

~~TEL-INSTRUMENT ELECTRONICS CORP.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~(Unaudited)~~

~~Note 8 Segment Information (continued)~~

The Company is organized primarily on the basis of its avionics products. The avionics government segment consists primarily of the design, manufacture, and sale of test equipment to the U.S. and foreign governments and militaries either directly or through distributors. The avionics commercial segment consists of design, manufacture, and sale of test equipment to domestic and foreign airlines, directly or through commercial distributors, and to general aviation repair and maintenance shops. The Company develops and designs test equipment for the avionics industry and as such, the Company’s products and designs cross segments.

Management evaluates the performance of its segments and allocates resources to them based on gross margin. The Company’s general and administrative costs and sales and marketing expenses, and engineering costs are not segment specific. As a result, all operating expenses are not managed on a segment basis. Net interest includes expenses on debt and income earned on cash balances, both maintained at the corporate level.

The table below presents information about reportable segments within the avionics business for the periods ending ~~September 30,~~December 31, 2011 and 2010:

Three Months Ended September 30, 2011	Avionics Gov’t		Avionics Comm’l.		Avionics Total		Corporate Items			Total
Three Months Ended December 31, 2011													Avionics Gov’t		Avionics Comm’l.		Avionics Total		Corporate Items			Total
Net sales		3,161,291		513,063		3,674,354		-			3,674,354		$	3,163,220	$	510,015	$	3,673,235	$	-		$	3,673,235
Cost of Sales		1,826,234		364,893		2,191,127		-			2,191,127			1,841,826		386,030		2,227,856		-			2,227,856

Gross Margin		1, 335,057		148,170		1,483,227		-			1,483,227			1,321,394		123,985		1,445,379		-			1,445,379

Engineering, research, and development						677,933					677,933
Engineering, research, and Development																		633,136		-			633,136
Selling, general, and admin.						326,027		341,847			667,874							358,388		366,248			724,636
Amortization of debt discount						-		13,396			13,396							-		13,386			13,386
Amortization of debt expense						-		27,080			27,080							-		27,081			27,081
Change in fair value of common stock warrants						-		(104,891	)		(104,891	)						-		(130,433	)		(130,433	)
Interest (income) expense, net						-		96,315			96,315							-		102,431			102,431
Total expenses						1,003,960		373,747			1,377,707							991,524		378,713			1,370,237

Income (loss) before income taxes					$	479,267	$	(373,747	)	$	105,520						$	453,855	$	(378,713	)	$	75,142

Three Months Ended September 30, 2010	Avionics Gov’t		Avionics Comm’l.		Avionics Total		Corporate Items			Total
Three Months Ended December 31, 2010													Avionics Gov’t		Avionics Comm’l.		Avionics Total		Corporate Items			Total
Net sales	$	2,397,847	$	658,086	$	3,055,933	$	-		$	3,055,933		$	3,696,348	$	564,874	$	4,261,222	$	-		$	4,261,222
Cost of Sales	1,179,606		407,092			1,586,698		-			1,586,698			2,087,951		307,255		2,395,206		-			2,395,206

Gross Margin		1,218,241		250,994		1,469,235		-			1,469,235			1,608,397		257,619		1,866,016		-			1,866,016

Engineering, research, and development						861,090		-			861,090
Engineering, research, and Development																		767,366		-			767,366
Selling, general, and admin.						347,704		344,927			692,631							364,957		321,423			686,380
Amortization of debt discount								8,745			8,745									19,164			19,164
Amortization of debt expense								6,018			6,018									27,080			27,080
Change in fair value of common stock warrants																		-		129,684			129,684
Interest (income) expense, net						-		47,093			47,093							-		101,945			101,945
Total expenses						1,208,794		406,783			1,615,577							1,132,323		599,296			1,731,619

Income (loss) before income taxes					$	260,441	$	(406,783	)	$	(146,342	)					$	733,693	$	(599,296	)	$	134,397

Table of Contents

TEL-INSTRUMENT ELECTRONICS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ~~(continued)~~

(Unaudited)

Note 8 – Segment Information ~~(continued)~~(Continued)

Six Months Ended
September 30, 2011

Avionics
Gov’t

Avionics
Comm’l.

Avionics
Total

Corporate
Items
Total
Net sales 6,306,883 1,357,682 7,664,565 - 7,664,565
Cost of Sales 3,501,047 818,660 4,319,707 - 4,319,707

Gross Margin 2,805,836 539,022 3,344,858 - 3,344,858

Engineering, research, and development 1,526,971 1,526,971
Selling, general, and admin. 687,843 778,853 1,466,696
Amortization of debt discount - 26,791 26,791
Amortization of debt expense - 54,160 54,160
Change in fair value of common stock warrants - 63,695 63,695
Proceeds from life insurance - (300,029 ) (300,029 )
Interest (income) expense, net - 198,916 198,916
Total expenses 2,214,814 822,386 3,037,200

Income (loss) before income taxes $ 1,130,044 $ (822,386 ) $ 307,658

Nine Months Ended December 31, 2011	Avionics Gov’t		Avionics Comm’l.		Avionics Total		Corporate Items			Total
Net sales		9,470,103		1,867,697		11,337,800		-			11,337,800
Cost of Sales		5,342,873		1,204,690		6,547,563		-			6,547,563

Gross Margin		4,127,230		663,007		4,790,237		-			4,790,237

Engineering, research, and Development						2,160,107		-			2,160,107
Selling, general, and admin.						1,046,231		1,145,101			2,191,332
Amortization of debt discount						-		40,177			40,177
Amortization of debt expense						-		81,241			81,241
Change in fair value of common stock warrants						-		(66,738	)		(66,738	)
Proceeds from life insurance						-		(300,029	)		(300,029	)
Interest (income) expense, net						-		301,347			301,347
Total expenses						3,206,338		1,201,099			4,407,437

Income (loss) before income taxes					$	1,583,899	$	(1,201,099	)	$	382,800

Nine Months Ended December 31, 2010	Avionics Gov’t		Avionics Comm’l.		Avionics Total		Corporate Items			Total
Net sales	$	7,942,668	$	1,829,767	$	9,772,435	$	-		$	9,772,435
Cost of Sales		4,208,229		1,146,575		5,354,804		-			5,354,804

Gross Margin		3,374,439		683,192		4,417,631		-			4,417,631

Engineering, research, and Development						2,385,802		-			2,385,802
Selling, general, and admin.						1,060,756	$	1,076,299			2,137,055
Gain on sale of asset						-		(3,600	)		(3,600	)
Amortization of debt discount								33,678			33,678
Amortization of debt expense								33,098			33,098
Change in fair value of common stock warrants						-		129,684			129,684
Interest (income) expense, net						-		172,496			172,496
Total expenses						3,446,558		1,441,655			4,888,213

Income (loss) before income taxes					$	971,073	$	(1,441,655	)	$	(470,582	)

Six Months Ended
September 30, 2010

Avionics
Gov’t

Avionics
Comm’l.

Avionics
Total

Corporate
Items
Total
Net sales $ 4,246,320 $ 1,264,893 $ 5,511,213 $ - $ 5,511,213
Cost of Sales _2,120,278 _839,320 2,959,598 - 2,959,598

Gross Margin 2,126,042 425,573 2,551,615 - 2,551,615

Engineering, research, and
Development
1,618,436 - 1,618,436
Selling, general, and admin. 695,799 $ 754,876 1,450,675
Gain on sale of asset - (3,600 ) (3,600 )
Amortization of debt discount 14,514 14,514
Amortization of debt expense 6,018 6,018
Interest (income) expense, net - 70,551 70,551
Total expenses 2,314,235 842,349 3,156,594

Income (loss) before income taxes $ 237,380 $ (842,349 ) $ (604,979 )

Table of Contents

TEL-INSTRUMENT ELECTRONICS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ~~(continued)~~

(Unaudited)

Note 9 – Income Taxes

The Company adopted FASB ASC 740-10, Accounting for Uncertainty in Income Taxes, effective April 1, 2007. ASC 740-10 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company has analyzed filing positions in all of the federal and state jurisdictions where it is required to file income tax returns, as well as all open tax years in these jurisdictions. The Company does not have any unrecognized tax benefits.

The tax effect of temporary differences, primarily net operating loss carryforwards, asset reserves and accrued liabilities, gave rise to the ~~Company's~~Company’s deferred tax asset in the accompanying ~~September 30,~~December 31, 2011 and March 31, 2011 consolidated balance sheets. Deferred income taxes are recognized for the tax consequence of such temporary differences at the enacted tax rate expected to be in effect when the differences ~~reverse.~~reverse (See Critical Accounting Policies – Income Taxes).

Note 10 – Fair Value Measurements

FASB ASC 820-10, Fair Value Measurements and Disclosures defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and expands disclosures about fair value ~~measurements~~measurements.

As defined in ASC 820-10, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820-10 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

The three levels of the fair value hierarchy defined by ASC 820-10 are as follows:

Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.

Level 2 – Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars.

Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

·	Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

Table of Contents

TEL-INSTRUMENT ELECTRONICS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ~~(continued)~~

(Unaudited)

Note 10 – Fair Value Measurements ~~(continued)~~(Continued)

The valuation techniques that may be used to measure fair value are as follows:

~~Market approach — Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities~~

·	Market approach — Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

Income approach — Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about those future amounts, including present value techniques, option-pricing models and excess earnings method

·	Income approach — Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about those future amounts, including present value techniques, option-pricing models and excess earnings method.

~~Cost approach — Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost)~~

·	Cost approach — Based on the amount that currently would be required to replace the service capacity of an asset (replacement cost).

The carrying value of the Company’s borrowings is a reasonable estimate of its fair value as borrowings under the Company’s credit facility reflect currently available terms and conditions for similar debt.

The following table sets forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value as of ~~September 30,~~December 31, 2011 and March 31, 2011. As required by FASB ASC 820-10, financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.

September 30, 2011	Level I		Level II		Level III		Total
December 31, 2011									Level I		Level II		Level III		Total
Total Assets	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-

Warrant liability		-		-		429,832		429,832		-		-		299,399		299,399
Total Liabilities	$	-	$	-	$	429,832	$	429,832	$	-	$	-	$	299,399	$	299,399

March 31, 2011	Level I		Level II		Level III		Total		Level I		Level II		Level III		Total
Total Assets	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-

Warrant liability		-		-		366,137		366,137		-		-		366,137		366,137
Total Liabilities	$	-	$	-	$	366,137	$	366,137	$	-	$	-	$	366,137	$	366,137

~~Table of Contents~~

~~TEL-INSTRUMENT ELECTRONICS CORP.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~(Unaudited)~~

~~Note 10 Fair Value Measurements (continued)~~

The Company adopted the guidance of ASC 815, which requires that we mark the value of our warrant liability (see Note 6) to market and recognize the change in valuation in our statement of operations each reporting period. Determining the warrant liability to be recorded requires us to develop estimates to be used in calculating the fair value of the warrant. The fair value of the warrant is calculated using the Black-Scholes valuation model.

Table of Contents

TEL-INSTRUMENT ELECTRONICS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 10 – Fair Value Measurements (Continued)

The common stock warrant was not issued with the intent of effectively hedging any future cash flow, fair value of any asset, liability or any net investment in a foreign corporation. The warrants do not qualify for hedge accounting, and, as such, all changes in the fair value of these warrants are recognized as other income/expense in the statement of operations until such time as the warrants are exercised or expire. Since these common stock warrants do not trade in an active securities market, the Company recognizes a warrant liability and estimates the fair value of these warrants using the Black-Scholes options model using the following assumptions:

	At Inception			March 31, 2011			September 30, 2011			At Inception			March 31, 2011			December 31, 2011

Risk free interest rate		2.81	%		3.47	%		1.92	%		2.81	%		3.47	%		1.89	%
Expected life in years		9			8.45			7.95			9.00			8.45			7.70
Expected volatility		28.51	%		29.11	%		41.21	%		28.51	%		29.11	%		46.03	%
Fair market value per share	$	6.70	)	$	7.63	)	$	7.99	)	$	6.70		$	7.63		$	6.08
Exercise price	$	6.70		$	6.70		$	6.70		$	6.70		$	6.70		$	6.70
Warrant Liability	$	281,656		$	366,137		$	429,832		$	281,656		$	366,137		$	299,399

The volatility calculation was based on the 2124 months for the Company’s stock price prior to the measurement date, utilizing January 1, 2010 as the initial period, as the Company believes that this is the best indicator of future performance, and the source of the risk free interest rate is the US Treasury rate related to 10 year notes. The exercise price is per the agreement, the fair market value is the closing price of our stock on the date of measurement, and the expected life is based on management’s current estimate of when the warrants will be exercised. All inputs to the Black-Scholes options model are evaluated each reporting period.

Note 11 – Reclassifications

Certain prior year and period amounts have been reclassified to conform to the current period presentation.

Note 12 – Litigation

On March 24, 2009, Aeroflex Wichita, Inc. (“Aeroflex”) filed a petition against the Company and two of its employees in the District Court, Sedgwick County, Kansas, Case No. 09 CV 1141 (the “Aeroflex Action”), alleging that the Company and its two employees misappropriated Aeroflex’s proprietary technology in connection with the Company winning a substantial contract from the U.S. Army (the “Award”), to develop new Mode-5 radar test sets and kits to upgrade the existing TS-4530 radar test sets to Mode 5. Aeroflex’s petition alleges that in connection with the award, the Company and its named employees (i) misappropriated Aeroflex’s trade secrets; (ii) tortiously interfered with its business relationship; (iii) conspired to harm ~~Aeroflex~~Aeroflex; and (iv) tortiously interfered with its contract and seeks injunctive relief and damages. The crux of all the claims in the Aeroflex Action is that the Company misappropriated and used Aeroflex proprietary technology in winning the Award.

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~~TEL-INSTRUMENT ELECTRONICS CORP.~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~(Unaudited)~~

~~Note 12 Litigation (continued)~~

In February 2009, subsequent to the Award to the Company, Aeroflex filed a protest of the Award with the Government Accounting Office (“GAO”). In its protest, Aeroflex alleged, inter alia, that the Company used Aeroflex’s proprietary technology in order to win the Award, the same material allegations as were later alleged in the Aeroflex Action. On or about March 17, 2009, the Army Contracts Attorney and the Army Contracting Officer each filed a statement with the GAO, expressly rejecting Aeroflex’s allegations that the Company used or infringed Aeroflex proprietary technology in winning the Award, and concluding that the Company had used only its own proprietary technology. On April 6, 2009, Aeroflex withdrew its protest.

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TEL-INSTRUMENT ELECTRONICS CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 12 – Litigation (Continued)

In December 2009, the Kansas court dismissed the Aeroflex civil suit against the Company. While this decision was based on jurisdictional issues, the ruling did note that Aeroflex, after discovery proceedings, did not provide any evidence that ~~Tel~~the Company or its employees misappropriated Aeroflex trade secrets. The Kansas ruling also referenced the Army’s findings, in its response to the ~~General Accountability Office (“GAO”),~~GAO, which rejected Aeroflex’s claims and determined that ~~Tel~~the Company used its own proprietary technology on this program. Aeroflex has elected to appeal this Kansas decision and has agreed to stay any action against the two former employees until a decision is reached. The appeal was argued in the Kansas Supreme Court in January 2011 and the Company does not ~~anticipate~~know when a decision ~~for some time. Tel~~will be forthcoming. The Company remains confident as to the outcome of this appeal and any potential ~~follow-on~~subsequent litigation. An estimate of possible loss, if any, cannot be made in view of, among other things, the Army findings and the decision of the Kansas ~~Court,~~court, discussed above, as well as the fact that there has not yet been full discovery of the merits of the claims and defenses.

Other than the matter discussed above, we are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Note 13 – New Accounting Pronouncements

In May 2011, the Financial Accounting Standards Board (FASB) issued ASU 2011-04, guidance to improve consistency in application of existing fair value measurement and disclosure requirements. The standard is intended to clarify the application of the requirements, not to establish valuation standards or affect valuation practices outside of financial reporting. The guidance is effective for interim and annual periods beginning on or after December 15, ~~2011, with early adoption prohibited.~~ 2011. Application of ASU 2011-04 did not have a material impact on the Company’s financial statements.

In June 2011, the FASB issued ASU 2011-05, guidance to improve the comparability, consistency, and transparency of financial reporting and to increase the prominence of items reported in other comprehensive income. The standard eliminates the current option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity. The amendment requires that all non-owner changes in stockholders’ equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The amendment does not affect how earnings per share is calculated or presented. The guidance is effective for interim and annual periods beginning after December 15, 2011. Early adoption is permitted. The Company currently does not have other comprehensive income. Should the company have other comprehensive income in the future, we will determine if we will present it on a single continuous statement of comprehensive income or in two separate but consecutive statements.

In September 2011, the FASB issued ASU 2011-08, “Intangibles — Goodwill and Other (Topic 350).” The objective of this Update is to simplify how entities test goodwill for impairment. This Update permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. The Update is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011. We do not have any goodwill recorded in our financial statements.

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Item 2.~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE~~ ~~RESULTS OF OPERATIONS AND FINANCIAL CONDITION~~ Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward Looking Statements

A number of the statements made by the Company in this report may be regarded as “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995.

~~Forward-looking~~Readers are cautioned not to place undue reliance on these forward-looking statements, ~~include, among others,~~which are only predictions and speak only as of the date hereof. When used in the filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to us or our management identify forward-looking statements. Such statements ~~concerning~~reflect our current view with respect to future events and are subject to risks, uncertainties, assumptions, and other factors. Should one or more of these risks or uncertainties materialize, or should the ~~Company’s outlook, pricing~~underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. The following discussion should be read in conjunction with our unaudited consolidated financial statements and notes thereto appearing elsewhere in this report.

General

Management’s discussion and analysis of results of financial condition and results of operations is intended to assist the reader in the understanding and assessment of significant changes and trends related to the results of operations and ~~forces within the industry, the completion dates of capital projects, expected sales growth, cost reduction strategies and their results, long-term goals~~financial position of the Company together with its subsidiary. This discussion and ~~other~~analysis should be read in conjunction with the consolidated financial statements and accompanying financial notes and “Management’s Discussion and Analysis of ~~expectations, beliefs, including statements regarding litigation~~Financial Condition and ~~utilization~~Results of ~~deferred tax assets, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts.~~

All predictions as to future results contain a measure of uncertainty and accordingly, actual results could differ materially. Among the factors that could cause a difference are: changes in the general economy; changes in demand for the Company’s products or in the cost and availability of its raw materials; the actions of its competitors; the success of our customers; technological change; changes in employee relations; government regulations; litigation, including its inherent uncertainty; difficulties in plant operations and materials; transportation, environmental matters; and other unforeseen circumstances. A number of these factors are discussedOperations” in the Company’s ~~filings~~Annual Report on Form 10-K for the year ended March 31, 2011, filed with the ~~Securities~~SEC on June 29, 2011.

Overview

Sales and ~~Exchange Commission.~~income growth continued to be positive for the nine months ended December 31, 2011. Sales for the nine months ended December 31, 2011, increased 16% to $11,337,800 as compared to the same period in the prior year while income from operations increased to $438,798 for the nine months ended December 31, 2011, as compared to a loss of $105,226 for the same period in the prior year.

Previously, the Company announced that it has secured the production release from the U.S. Navy for the $16.2 million CRAFT AN/USM 708 delivery order the Company received in April 2011. Deliveries on this 732 unit order began in the third quarter of the current calendar year. The CRAFT 708 is a multi-purpose flight-line test set that will replace up to eight older test sets currently being used by the U.S. Navy.

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The TS-4530A product has completed most of the product verification testing and the Company has secured preliminary AIMS approval on the unit. The Company currently has production orders for over $18 million. The Company is currently working to complete some final logistical items and limited production is expected to commence in the fourth quarter of the current fiscal year, subject to receipt of required regulatory approvals.

The Company believes, although no assurance can be given, that with the U.S. Navy’s evaluation approval of the AN/USM-708, the production release for the AN/USM-708, and the completion of testing and subsequent beginning of shipment of the TS-4530A kits and units, the Company can look forward to continued financial growth in the near and mid-term.

The Company also has secured $599,000 in connection with a contract modification from the U.S. Navy to incorporate product enhancements to The ITATS AN/ARM-206 TACAN test set resulting from Navy technical evaluation testing. These changes, and the required product verification testing, are nearing completion. This additional funding will not have a material bottom line financial impact as most of the engineering work for this contract will be sub-contracted to DRS Sustainment Systems located in St. Louis, MO. Production deliveries of the 102 ITATS units ($5.3 million) are now anticipated to begin in the second half of the 2012 calendar year.

As a result of the Company’s improving operations and financial results, the Company’s liquidity and stockholders’ equity, which currently exceeds the NYSE Amex requirement of $4 million, have also improved. The gross profit percentage in the latest quarter declined primarily as a result of the change in sales mix, and the higher production start-up costs associated with the AN/USM-708. As disclosed in Note 6 to the Consolidated Financial Statements, principal payments on the loan to BCA commenced in September 2011.

To support its rapidly growing business, the Company completed its facility relocation to One Branca Road, East Rutherford, New Jersey. The new facility is a modern one story structure that is approximately 40% larger than our previous two story facility which the Company had occupied for over 60 years. The new facility is outfitted with state-of-the-art manufacturing and engineering work stations as well as updated communication and computer systems. The cost of moving was modest, although the Company did experience some disruption in shipments in the third quarter. Additionally, the Company had a modest increase in rent primarily a result of the additional space.

At December 31, 2011, the Company’s backlog was approximately $44.9 million, including the order for 102 ITATS units in the amount of $5 million for which a production order has not yet been released, as compared to approximately $30.0 million at December 31, 2010.

The Company believes that it has adequate liquidity, and backlog to fund operating plans for at least the next twelve months. Currently, the Company has no material future capital expenditure requirements.

Results of Operations

Sales

For the nine months ended December 31, 2011, sales increased $1,565,365 (16.0%) to $11,337,800, as compared to $9,772,435 for the same period in the prior year.

Avionics Government sales increased $1,527,435 (19.2%) to $9,470,103 for the nine months ended December 31, 2011, as compared to $7,942,668 for the same period last year. This increase in Avionics Government sales is primarily attributed to an increase in shipments of the AN/UPM -708 pilot production units and initial pilot production units of the TS-4530A test sets offset by a decline in sales of the AN/USM-719 and certain other products.

Commercial sales decreased $37,930 (2.1%) to $1,867,697 for the nine months ended December 31, 2011, as compared to $1,829,767 in the same period in the prior year. This decrease is due higher sales of the TR-220 offset partially by lower sales from overhaul and repairs.

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For the three months ended December 31, 2011, sales decreased $587,987 (13.8%) to $3,673,235, as compared to $4,261,222 for the same period in the prior year. This was partially attributable to manufacturing disruption associated with the October move to the Company’s new facility.

Avionics Government sales decreased $533,128 (14.4%) to $3,163,220 for the three months ended December 31, 2011, as compared to $3,696,348 for the same period last year. This decrease in Avionics Government sales is primarily attributed to the completion of two contracts for the T-47NH and the TR-100AF in the prior year for which there were no contracts in the current fiscal year. The Company had expected to offset this decrease with increased shipment of the AN/USM-708 and kits and the TS-4530A test sets. However, due to certain delays, significant shipments of the AN/USM-708 did not begin until the fourth quarter of the current fiscal year.

Commercial sales decreased $54,859 (9.7%) to $510,015 for the three months ended December 31, 2011 as compared to $564,874 in the same period in the prior year. This decrease is due to lower sales from overhaul and repairs of the Company’s products.

Gross Margin

Gross margin increased $372,606 (8.4%) to $4,790,237 for the nine months ended December 31, 2011, as compared to $4,417,631 for the same quarter in the prior fiscal year. The gross margin percentage for the nine months ended December 31, 2011, was 42.3%, as compared to 45.2% for the nine months ended December 31, 2010. Gross profit increased as a result of volume but gross profit percentage was negatively impacted by the change in sales mix, and the higher production start-up costs associated with the AN/USM-708.

Gross margin decreased $420,637 (22.5%) to $1,445,379 for the three months ended December 31, 2011, as compared to $1,866,016 for the same period in the prior fiscal year. The gross margin percentage for the three months ended December 31, 2011, was 39.3%, as compared to 43.8% for the three months ended December 31, 2010. The decrease in gross profit was primarily as a result of the decrease in sales volume and the higher production start-up costs associated with the AN/USM-708.

Operating Expenses

Selling, general and administrative expenses increased $54,277 (2.5%) to $2,191,332 for the nine months ended December 31, 2011, as compared to $2,137,055 for the nine months ended December 31, 2010. This increase is attributed mainly to higher professional fees, accrued profit sharing expenses, investor relations expenses and recruitment costs offset mostly by lower administrative compensation and outside commission expenses.

Selling, general and administrative expenses increased $38,256 (5.6%) to $724,636 for the three months ended December 31, 2011, as compared to $686,380 for the three months ended December 31, 2010. This increase is attributed mainly to higher professional fees, investor relations, and travel expenses offset mostly by lower administrative compensation expense and lower outside commissions.

Engineering, research and development expenses decreased $134,230 (17.5%) and $225,695 (9.5%) to $633,136 and $2,160,107, respectively, for three and nine months ended December 31, 2011, as compared to $767,366 and $2,385,802 for the same periods last year. For the three months ended December 31, 2011, this decrease is primarily attributed to lower salaries and fringe benefits, material costs and outside contractor expenses. For the nine months ended December 31, 2011, the decrease is attributed to lower outside contractor and recruitment costs as well as lower purchases of materials offset and transfers of charges from other departments partially by an increase in salaries. Engineering, research and development efforts in the last quarter are attributed mostly to finalization of the TS-4530A product and the transfer to manufacturing as well as assistance to manufacturing for the AN/USM-708 product. The Company is also working on new products for both the commercial and government markets.

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Other Income (Expense), Net

For the three months ended December 31, 2011, total other expense was $12,465, as compared to other income expense of $277,873 for the three months ended December 31, 2010. This decrease is primarily attributed to the change in the fair value of the common stock warrants from a loss of $129,684 for the three months ended December 31, 2010, as compared to a gain of $130,433 for the three months ended December 31, 2011(see Note 10 of Notes to the Condensed Consolidated Financial Statements). For the nine months ended December 31, 2011, total other expense was $55,998, as compared to other expense of $365,356 for the nine months ended December 31, 2010. This decrease is primarily attributed to the change in the fair value of the common stock warrants from a loss of $129,684 for the nine months ended December 31, 2010, as compared to a gain of $66,738 for the three months ended December 31, 2011 (see Note 10 of Notes to the Condensed Consolidated Financial Statements) as well as the proceeds from a life insurance policy in the amount of $300,029. These amounts were mostly offset by higher interest expense and amortization of debt issuance costs mostly as a result of interest on the $2.5 million loan from BCA, which carries a higher face amount and interest rate than the prior credit facility.

Income (Loss) before Income Taxes

As a result of the above, the Company recorded income before income taxes of $75,142 for the three months ended December 31, 2011, as compared to income before taxes of $134,397 for the three months ended December 31, 2010. For the nine months ended December 31, 2011, the Company recorded income before taxes of $382,800, as compared to a loss before income taxes of $470,582 for the nine months ended December 31, 2010.

Income Taxes

For the three months ended December 31, 2011, the Company recorded an income tax benefit of $22,289, as compared to an income tax provision of $105,385 for the three months ended December 31, 2010. For the nine months ended December 31, 2011, the Company recorded an income tax provision of $6,204, as compared to an income tax benefit of $136,188 for the nine months ended December 31, 2010. These amounts represent the effective federal and state tax rate of approximately 40% on the Company’s net income or loss before taxes. The proceeds on the life insurance policy are not taxable and the gain (loss) on the change in fair value of the common stock warrants is not deductible/taxable.

Net Income (Loss)

As a result of the above, the Company recorded net income of $97,431 and $376,596, respectively, for the three and nine months ended December 31, 2011, as compared to net income of $29,012 for the three months ended December 31, 2010 and a net loss of $334,394 for the nine months ended December 31, 2010.

Liquidity and Capital Resources

At December 31, 2011, the Company had working capital of $4,346,750, as compared to $4,374,523 at March 31, 2011.

During the nine months ended December 31 2011, the Company increased its cash balances by $516,215 to $640,170. The Company’s principal sources and uses of funds were as follows:

Cash provided by/used in operating activities. For the nine months ended December 31, 2011, the Company provided $530,232 in cash from operations as compared to using $1,065,903 in cash for the nine months ended December 31, 2010. This increase is primarily attributed to the higher net income from operations, the proceeds from a life insurance policy and a decrease in accounts receivable offset partially by lower change in accounts payable, inventories and the liquidation of progress billings.

Cash used in investing activities. For the nine months ended December 31, 2011, the Company used $148,661 of its cash for investing activities, as compared to $102,070 for the nine months ended December 31, 2011, due primarily to an increase in the purchases of equipment related to the move to the new facility.

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Cash provided by financing activities. Net cash provided by financing activities for the nine months ended December 31, 2011, was $134,644, as compared to $1,435,411 for the nine months ended December 31, 2010. In September 2010, the Company raised $2.5 million in financing (see Note 6) which was offset by financing costs and repayment to the bank of the line of credit. For the nine months ended December 31, 2011, the Company received proceeds of $312,683 from a life insurance policy and $21,749 from the exercise of stock options offset partially by repayment of debt and capital lease obligations associated with the move to our new facility.

On certain government contracts the Company has been granted progress payments from the government, which allows the Company to bill and collect a portion of its incurred costs on long-term programs before shipment of units, thus helping to fund the costs of these programs.

The Company believes that it has adequate liquidity and backlog to fund operating plans for at least the next twelve months.

There was no significant impact on the Company’s operations as a result of inflation for the nine months ended December 31, 2011. These financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K to the SEC for the fiscal year ended March 31, 2011, filed with the SEC on June 29, 2011.

Critical Accounting Policies

In preparing the financial statements and accounting for the underlying transactions and balances, the Company applies its accounting policies as disclosed in Note 2 of our Notes to Financial Statements included in our Form 10-K. The Company’s accounting policies that require a higher degree of judgment and complexity used in the preparation of financial statements include:

Revenue recognition – revenues are recognized at the time of shipment to, or acceptance by customer provided title and risk of loss is transferred to the customer. Provisions, when appropriate, are made where the right to return exists. In certain instances, the Company may offer the unit on trial basis. The Company does not recognize revenue until the unit has been accepted. The Company only offers product on a trial basis in rare instances, and no provision has been made at ~~September 30,~~December 31, 2011 and March 31, 2011.

Revenues on repairs and calibrations are recognized at the time the repaired or calibrated unit is shipped, as it is at the time that the work is completed.

Due to the unique nature of the ITATS program wherein a significant portion of this contract will not be delivered for over a year, revenues under this contract have been recognized on a percentage-of-completion basis, which recognizes sales and profit as they are earned, rather than at the time of shipment. Revenues and profits are estimated using the cost-to-cost method of accounting, where revenues are recognized and profits recorded based upon the ratio of costs incurred to date to our estimate of total costs at completion. The ratio of costs incurred to our estimate of total costs at completion is applied to the contract value to determine the revenues and profits. When adjustments in estimated contract revenues or estimated costs at completion are required, any changes from prior estimates are recognized by recording adjustments in the current period for the inception-to-date effect of the changes on current and prior periods.

The Company also receives progress billings on this program, which is a funding mechanism by the government to assist contractors on long-term contracts prior to delivery. In July 2011, the Company secured a $599,000 contract modification from the U.S. Navy to incorporate product enhancements to the ITATS AN/ARM-206 TACAN test set resulting from Navy technical evaluation testing. These changes, and the required product verification testing, are expected to take an estimated nine to 12 months to complete. This additional funding will not have a material bottom line impact as most of the engineering work for this contract will be sub-contracted to DRS Sustainment Systems located in St. ~~Louis.~~Louis, MO. Production deliveries of the 102 ITATS units are now expected to begin in the middle of the next calendar year.

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Shipping and handling costs charged to customers are classified as revenue, and the shipping and handling costs incurred are included in cost of goods sold.

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~~Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE~~ ~~RESULTS OF OPERATIONS AND FINANCIAL CONDITION (Continued)~~

~~Critical Accounting Policies (continued)~~

Payments received prior to the delivery of units or services performed are recorded as deferred ~~revenues~~revenues.

Inventory reserves – inventory reserves or write-downs are estimated for excess, slow-moving and obsolete inventory as well as inventory whose carrying value is in excess of net realizable value. These estimates are based on current assessments about future demands, market conditions and related management initiatives. If market conditions and actual demands are less favorable than those projected by management, additional inventory write-downs may be required. While such estimates have historically been within our expectation and the provision established, the Company cannot guarantee that its estimates will continue to be within the provision established.

Accounts receivable -– the Company performs ongoing credit evaluations of its customers and adjusts credit limits based on customer payment and current credit worthiness, as determined by review of their current credit information. The Company continuously monitors credits and payments from its customers and maintains provision for estimated credit losses based on its historical experience and any specific customer issues that have been identified. While such credit losses have historically been within our expectation and the provision established, the Company cannot guarantee that its estimates will continue to be within the provision established.

Warranty reserves – warranty reserves are based upon historical rates and specific items that are identifiable and can be estimated at time of sale. While warranty costs have historically been within expectations and the provisions established, future warranty costs could be in excess of the Company’s warranty reserves. A significant increase in these costs could adversely affect the Company’s operating results for the period and the periods these additional costs materialize. Warranty reserves are adjusted from time to time when actual warranty claim experience differs from estimates.

Income taxes - – deferred tax assets arise from a variety of sources, the most significant being: a) tax losses that can be carried forward to be utilized against profits in future years; b) expenses recognized in the books but disallowed in the tax return until the associated cash flow occurs; and c) valuation changes of assets which need to be tax effected for book purposes but are taxable only when the valuation change is realized. Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when such differences are expected to reverse. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance for any tax benefit which is not more likely than not to be realized. In assessing the need for a valuation allowance, future taxable income is estimated, in order to determine the amount of realization of tax loss carryforwards. Valuation allowances related to deferred tax assets can also be affected by changes to tax laws, changes to statutory tax rates and future taxable income levels.

In the event it is determined that the Company would not be able to realize all or a portion of our deferred tax assets in the future, we would reduce such recorded amounts through a charge to income in the period in which that determination is made. Conversely, if we were to determine that we would be able to realize our deferred tax assets in the future in excess of the net carrying amounts, we would decrease the recorded valuation allowance through an increase to income in the period in which that determination is made. In its evaluation of a valuation allowance the Company takes into account existing contracts and backlog, and the probability that options under these contract awards will be exercised as well as sales of existing products. The Company prepares profit projections based on the revenue and expenses forecast to determine that such revenues will produce sufficient taxable income to realize the deferred tax assets.

All projections contain a measure of uncertainty and accordingly, actual results could differ materially. As in the case of many development projects, there can be delays which can cause expected revenues to be delayed, and additional expenses to be incurred. Our revenue projections are based upon the contract award, which includes the number of units which are expected to be delivered, and our expectation for the completion of the development and production start-up.

Our projections were largely predicated upon the receipt of timely production orders for the CRAFT 708 based on contractual requirements from our U.S. Navy customer and prior experience with U.S. Navy developmental contracts. The delivery of these units and the associated revenues were delayed due in large part to an extended Navy technical evaluation process that did not successfully conclude until April 2011. The CRAFT 708 is consists of new technology and ~~incorporated~~incorporates many functions which were never combined together, and, as such, the duration of the testing and Navy technical evaluation (which is outside the Company’s control) took much longer than prior programs. It is as a result of these delays that the Company incurred losses that increased the deferred asset. The Company has successfully completed technical evaluation and has received a production order for CRAFT AN/USM- 708 units valued at $16.2 million. The Company believes, although no assurance can be given, that with this order in combination with existing business and the completion and delivery of units for the TS-4530A program that it will be able to realize its deferred tax asset associated with its net operating loss carryforwards.

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~~Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE~~ ~~RESULTS OF OPERATIONS AND FINANCIAL CONDITION (Continued)~~

~~Critical Accounting Policies (continued)~~

Fair Value Measurements – the Company adopted the guidance of ASC 815, which requires that we mark the value of our warrant liability (see Note 10) to market and recognize any change in valuation in our statement of operations each reporting period. Determining the warrant liability to be recorded requires us to develop estimates to be used in calculating the fair value of the ~~warrant.The~~warrant. The common stock warrant was not issued with the intent of effectively hedging any future cash flow, fair value of any asset, liability or any net investment in a foreign corporation. The warrants do not qualify for hedge accounting, and, as such, all changes in the fair value of these warrants are recognized as other income/expense in the statement of operations until such time as the warrants are exercised or expire. Since these common stock warrants do not trade in an active securities market, the Company recognizes a warrant liability and estimates the fair value of these warrants using the Black-Scholes options model.

The volatility calculation was based on the 2124 months for the Company’s stock price prior to the measurement date, utilizing January 1, 2010, as the initial period, as the Company believes that this is the best indicator of future performance, and the source of the risk free interest rate is the USU.S. Treasury rate related to 10 year notes. The exercise price is per the agreement, the fair market value is the closing price of our stock on the date of measurement, and the expected life is based on management’s current estimate of when the warrants will be exercised. If the Company used different measurements in calculating the volatility of its stock, it could have an impact on its balance sheet and statement of operations. However, the Company believes the measurement period used is the best predictor of the value of the warrant. All inputs to the Black-Scholes options model are evaluated each reporting period.

~~General~~

Management’s discussion and analysis of results of operations and financial condition is intended to assist the reader in the understanding and assessment of significant changes and trends related to the results of operations and financial position of the Company together with its subsidiary. This discussion and analysis should be read in conjunction with the consolidated financial statements and accompanying financial notes and Management’s Discussion and Analysis in the Company’s Annual Report on Form 10-K for the year ended March 31, 2011.

~~Overview~~

Sales and income growth continued to be positive for the six months ended September 30, 2011. Sales for the six months ended September 30, 2011 increased 39% to $7,664,565 as compared to the same period in the prior year while income from operations increased to $351,191 for the six months ended September 30, 2011 as compared to a loss of $517,496 for the same period in the prior year. These results include a non-cash transaction relating to the change in the valuation of the derivative and the proceeds from an insurance policy.

As a result of the Company’s improving operations and financial results, the Company’s last four quarters have been profitable, liquidity and stockholders’ equity, which currently exceeds the NYSE Amex requirement of $4 million, have also improved. In this regard, cash balances have increased to $932,289 at September 30, 2011 while total current liabilities have decreased by $787,006. The gross profit percentage declined primarily as a result of the change in sales mix, and the higher production start-up costs associated with the AN/USM-708. As noted in Footnote 6 to the Consolidated Financial Statements, principal payments on the loan to BCA commenced in September 2011.

The Company announced that it has secured the production release from the U.S. Navy for the $16.2 million CRAFT AN/USM 708 delivery order the Company received in April 2011. Limited production deliveries on this 732 unit order are expected to begin in the fourth quarter of the current calendar year. The CRAFT 708 is a multi-purpose flight-line test set that will replace up to eight older test sets currently being used by the U.S. Navy. The Company also has secured $599,000 in connection with a contract modification from the U.S. Navy to incorporate product enhancements to The ITATS AN/ARM-206 TACAN test set resulting from Navy technical evaluation testing. These changes, and the required product verification testing, are expected to take an estimated nine to 12 months to complete. This additional funding will not have a material bottom line impact as most of the engineering work for this contract will be sub-contracted to DRS Sustainment Systems located in St. Louis. Production deliveries of the 102 ITATS units ($5.3 million) are now anticipated to begin in the middle of the next calendar year.

~~Table of Contents~~

~~Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE~~ ~~RESULTS OF OPERATIONS AND FINANCIAL CONDITION (Continued)~~

~~Overview (continued)~~

~~The TS-4530A product has completed most of the product verification testing~~Item 3. Quantitative and the Company has secured preliminary AIMS approval on the unit. Testing is scheduled to be completed in the next few months. Limited production of the TS-4530A is currently scheduled to begin in the third quarter of the current fiscal year subject to receipt of required regulatory approvals.Qualitative Disclosures About Market Risk.

~~The Company believes, although no assurance can be given, that with the U.S. Navy’s evaluation approval of the AN/USM-708, the production release for the AN/USM-708,~~We do not hold any derivative instruments and ~~the resolution of the issues regarding the ITATS contract, the Company can look forward to continued financial growth~~do not engage in ~~the near and mid-term. Future approval of the TS-4530A unit will enhance this outlook.~~

To support its rapidly growing business, the Company completed its facility relocation to One Branca Road, East Rutherford, New Jersey. The new facility is a modern one story structure that is approximately 40% larger than our previous two story facility which the Company had occupied for over 60 years. The new facility is outfitted with state-of-the-art manufacturing and engineering work stations as well as updated communication and computer systems. The cost of moving was modest, and operations were not materially affected. Additionally, the Company had a modest increase in rent primarily a result of the additional space.

At September 30, 2011 the Company’s backlog was approximately $46.7 million, including the order for 102 ITATS units in the amount of $5 million for which a production order has not yet been released, as compared to approximately $32.8 million at September 30, 2010.

any hedging activities.

~~The Company believes that it has adequate liquidity, and backlog to fund operating plans for at least the next twelve months. Currently, the Company has no material capital expenditure requirements.~~

~~Results of Operations~~

~~Sales~~

For the three and six months ended September 30, 2011 sales increased $618,421 (20.2%) and $2,153,352 (39.1%) to $3,674,354 and $7,664,565, respectively as compared to $3,055,933 and $5,511,213 for the same periods in the prior year.

Avionics Government sales increased $763,444 (31.8%) to $3,161,291 for the three months ended September 30, 2011 as compared to $2,397,847 for the same period last year. This increase in Avionics Government sales is primarily attributed to an increase in shipments of the AN/UPM -708 pilot production units and initial pilot production units of the TS-4530A test sets offset by a decline in sales of the AN/USM-719 and certain other products.

Commercial sales decreased $145,023 (22%) to $513,063 for the three months ended September 30, 2011 as compared to $658,086 in the same period in the prior year. This decrease is due to lower sales from overhaul and repairs as well as a decline in sales of the TB-2100 and TR-100 offset partially by an increase in sales of the TR-220.

Avionics Government sales increased $2,060,563 (48.5%) to $6,306,883 for the six months ended September 30, 2011 as compared to $4,246,320 for the same period last year. This increase in Avionics Government sales is primarily attributed to an increase in shipments of the AN/UPM -708 pilot production units and initial pilot production units of the TS-4530A test sets, and the TR-100AF offset partially by a decline in sales of the AN/USM-719 and certain other products.

Commercial sales increased $92,789 (7.3%) to $1,357,682 for the six months ended September 30, 2011 as compared to $1,264,893 in the same period in the prior year. This increase is due to an increase in shipments of the TR-220 offset partially by a decrease in sales of the T-36C.

~~Table of Contents~~

~~Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE~~ ~~RESULTS OF OPERATIONS AND FINANCIAL CONDITION (Continued)~~

~~Gross Margin~~

Gross margin increased $13,992 (1%) to $1,483,227 for the quarter ended September 30, 2011 as compared to $1,469,235 for the same quarter in the prior fiscal year. The gross margin percentage for the quarter ended September 30, 2011 was 40.4% as compared to 48.1% for the quarter ended September 30, 2010. Gross profit increased as a result of volume but gross profit percentage was negatively impacted by the change in sales mix, and the higher production start-up costs associated with the AN/USM-708.

Gross margin increased $793,243 (31.1%) to $3,344,858 for the six months ended September 30, 2011 as compared to $2,551,615 for the same period in the prior fiscal year. The gross margin percentage for the six months ended September 30, 2011 was 43.6% as compared to 46.3% for the six months ended September 30, 2010. The increase in gross profit was primarily as a result of the increased sales and the gross margin percentage declined for the same reasons set forth for the quarter.

~~Operating Expenses~~

Selling, general and administrative expenses decreased $24,757 (3.6%) to $667,874 for the three months ended September 30, 2011, as compared to $692,631 for the three months ended September 30, 2010. This decrease is attributed mainly to lower administrative salaries and outside commission expenses offset partially by an increase in professional fees, investor relations expenses and recruitment costs.

Selling, general and administrative expenses increased $16,021 (1.1%) to $1,466,696 for the six months ended September 30, 2011, as compared to $1,450,675 for the six months ended September 30, 2010. This increase is attributed mainly to higher consulting and investor relation expenses offset partially by lower administrative compensation expense and lower outside commissions.

Engineering, research and development expenses decreased $183,187 (21.3%) and $91,465 (5.7%) to $677,933 and $1,526,971, respectively, for three and six months ended September 30, 2011 as compared to $861,090 and $1,618,436 for the same periods last year. For the three months ended September 30, 2011, this decrease is primarily attributed to lower outside contractor and recruitment expenses as well as lower purchases of materials. For the six months ended September the decrease is attributed to lower outside contractor and recruitment expenses as well as lower purchases of materials offset partially by an increase in salaries as a result of efforts related to finalize the AN/USM-708 product and efforts related to the TS-4530A program. The Company has completed the design of the AN/USM-708 and the TS-4530A program is also nearing completion. The Company anticipates a modest reduction in these expenses going forward.

~~Results of Operations (continued)~~

~~Other Income (Expense), net~~

For the three months ended September 30, 2011 interest expense and amortization of debt issuance costs increased $74,935 to $136,892 mostly as a result of interest on the new $2.5 million loan from BCA, which carries a higher face amount and interest rate than the prior credit facility. Amortization of debt discount is in connection with (i) the stock options issued in conjunction with the officers’ subordinated notes and (ii) warrants issued in conjunction with the loan from BCA. The amortization of deferred debt expense is also associated with the loan from BCA. The Company also incurred a non-cash gain associated with the revaluation of warrants issued in conjunction with the loan to BCA in the amount of $104,891 as a result of the decline in stock price on the NYSE Amex (see Note 10 of Notes to the Condensed Consolidated Financial Statements).

For the six months ended September 30, 2011, interest expense and amortization of debt issuance costs increased $188,830 to $280,061 mostly as a result of interest on the new $2.5 million loan from BCA, which carries a higher face amount and interest rate. Amortization of debt discount is in connection with (i) the stock options issued in conjunction with the officers’ subordinated notes and (ii) warrants issued in conjunction with the loan from BCA. The amortization of deferred debt expense is also associated with the loan from BCA. The Company also incurred a non-cash loss associated with the revaluation of warrants issued in conjunction with the loan to BCA in the amount of $63,695 (see Note 10 of Notes to the Condensed Consolidated Financial Statements). The Company also recorded a gain of $300,029 from proceeds on a life insurance policy.

~~Table of Contents~~

~~Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE~~ ~~RESULTS OF OPERATIONS AND FINANCIAL CONDITION (Continued)~~

~~Income (Loss) before Income Taxes~~

As a result of the above, the Company recorded income before income taxes of $105,520 and $307,658, respectively, for the three and six months ended September 30, 2011 as compared to losses before income taxes of $146,342 and $604,979 for the three and six months ended September 30, 2010.

~~Income Taxes~~

For the three and six months ended September 30, 2011, the Company recorded income tax provisions of $2,204 and $28,493, respectively, as compared to income tax benefits of $58,348 and $241,573 for the three and six months ended September 30, 2010. The change is the result of the net income in the current year. These amounts represent the effective federal and state tax rate of approximately 40% on the Company’s net income or loss before taxes. The proceeds on the life insurance policy are not taxable, and the gain (loss) on the change in fair value of the common stock warrants is not deductible/taxable.

~~Net Income (Loss)~~

As a result of the above, the Company recorded net income of $103,316 and $279,165 for the three and six months ended September 30, 2011 as compared to net losses of $87,994 and $363,406 for the three and six months ended September 30, 2010.

~~Liquidity and Capital Resources~~

~~At September 30, 2011, the Company had working capital of $4,538,109 as compared to $4,374,523 at March 31, 2011.~~

~~During the six months ended September 30 2011, the Company increased its cash balances by $808,334 to $932,289. The Company’s principal sources and uses of funds were as follows:~~

~~Cash provided by/used in operating activities~~. For the six months ended September 30, 2011, the Company provided $610,049 in cash from operations as compared to using $1,026,581 in cash for the six months ended September 30, 2010. This increase is primarily attributed to the higher net income and decrease in accounts receivable and inventories offset partially by lower accounts payable and the liquidation of progress billings.

~~Cash used in investing activities~~. For the six months ended September 30, 2011, the Company used $79,772 of its cash for investing activities as compared to $90,290 for the six months ended September 30, 2011 due primarily to lower purchases of equipment.

~~Cash provided by financing activities~~. Net cash provided by financing activities for the six months ended September 30, 2011 was $278,059 as compared to $1,432,129 for the six months ended September 30, 2010. In September 2010 the Company raised $2.5 million in financing which was offset by financing costs and repayment to the bank of the line of credit. For the six months ended September 30, 2011, the Company received proceeds of $312,683 from a life insurance policy and $20,464 from the exercise of stock options offset partially by repayment of debt and capital lease obligations.

~~The Company believes that it has adequate liquidity and backlog to fund operating plans for at least the next twelve months.~~

There was no significant impact on the Company’s operations as a result of inflation for the six months ended September 30, 2011. These financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K to the Securities and Exchange Commission for the fiscal year ended March 31, 2011.

~~Table of Contents~~

Item 4. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures

~~Controlsand Procedures~~

~~Evaluation of disclosure controls and procedures.~~

~~The Company, including its principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of the design and operation of its~~We maintain disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 as of the end of the period covered by this report (the “Evaluation Date”). Based upon the evaluation, our principal executive officer and principal financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were effective. Disclosure controls are controls and procedures designed to ~~reasonably~~ ensure that information required to be disclosed in ~~our~~the reports ~~filed under~~we file pursuant to the Securities Exchange Act ~~such~~of 1934, as ~~this report, is~~amended (the “Exchange Act”) are recorded, processed, summarized and reported within the time periods specified in the ~~SEC’s~~ rules and ~~forms. Disclosure controls include controls~~forms of the SEC, and ~~procedures designed to reasonably ensure~~ that such information is accumulated and communicated to our ~~management, including our chief executive officer~~Principal Executive Officer (“PEO”) and ~~chief financial officer, as appropriate~~Principal Financial Officer (“PFO”), to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure. controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide a reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Management designed the disclosure controls and procedures to provide reasonable assurance of achieving the desired control objectives.

We carried out an evaluation, under the supervision and with the participation of our management, including our PEO and PFO, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Based upon that evaluation, the PEO and PFO concluded that the Company’s disclosure controls and procedures were effective.

(b) Changes in Internal Control over Financial Reporting

~~The Company, including its principal executive officer and principal accounting officer, reviewed the Company’s Internal Control~~There have been no changes in our internal controls over financial reporting ~~pursuant to~~(as such term is defined in Rule ~~13(a)-15(e)~~13a-15(f) and 15d-15(f) under the Securities Exchange ~~Act and concluded that there was no change in the Company’s internal control over financial reporting~~Act) during the ~~Company’s most recently completed fiscal~~ quarter ended December 31, 2011, that ~~has~~have materially affected, or isare reasonably likely to materially affect, ~~the Company’s~~our internal control over financial reporting.

Table of Contents

~~Part II. Other Information~~PART II – OTHER INFORMATION

Item 1.Legal ~~Proceedings~~Proceedings.

~~See discussion~~Other than as disclosed in ~~Item 3~~Note 12, we are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A. Risk Factors.

We believe there are no changes that constitute material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2011, ~~and Note 12 to~~filed with the ~~Condensed Consolidated Financial Statements above.~~SEC on June 29, 2011.

Item 2.Unregistered Sales of Equity Securities and Use of ~~Proceeds~~Proceeds.

~~None.~~There were no unregistered sales of the Company’s equity securities during the quarter ended December 31, 2011.

Item 6.~~Exhibits~~3. Defaults Upon Senior Securities.

~~Exhibits~~Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Submission of Matters of a Vote of Security Holders

The Annual Meeting of Stockholders of Tel-Instrument Electronics Corp. (the “Company”) was held on December 14, 2011. Matters submitted to stockholders at the meeting and the voting results thereof were as follows:

Proposal One – Election of Directors

The stockholders of the Company elected each of the following director nominees proposed by the Company’s Board of Directors to serve until the next annual meeting of stockholders of the Company. The voting results for each director nominee is set forth below.

Name	For		Against		Broker Non-Votes

Mr. Stephen A. Fletcher		1,701,660		133,274		679,396

Mr. George J. Leon		1,701,660		133,274		679,396

Mr. Jeffrey C. O’Hara		1,701,660		133,274		679,396

Mr. Robert A. Rice		1,701,660		133,274		679,396

Mr. Robert H. Walker		1,701,660		133,274		679,396

Table of Contents

Proposal Two – Ratification of Appointment of Independent Auditors

The stockholders of the Company ratified the appointment of BDO USA, LLP, as the Company’s independent auditor for the fiscal year ended March 31, 2012. The voting results for the appointment of BDO USA, LLP is set forth below.

For		Against

	2,498,472		13,858

Item 6. Exhibits.

Exhibit No.		~~31.1 Certification by CEO pursuant to Rule 13(a) – 14(a) under the Securities Exchange Act.~~Description
	~~31.2 Certification by CFO pursuant to Rule 13(a) – 14(a) under the Securities Exchange Act.~~
31.1		~~32.1~~ Certification ~~by CEO and CFO~~of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section ~~1350 and Rule 13(a) –~~ ~~14(b) under the Securities Exchange Act.~~302 of 2002*
	**101.INS XBRL Instance Document
31.2		Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002*
	**101.SCH XBRL Taxonomy Extension Schema
32.1		Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
	**101.CAL
32.2		Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

101.INS		XBRL Instance Document**

101.SCH		Taxonomy Extension Schema Document**

101.CAL		Taxonomy Extension Calculation Linkbase Document**
	**
101.DEF ~~XBRL~~		Taxonomy Extension Definition Linkbase Document**
	**
101.LAB ~~XBRL~~		Taxonomy Extension Label Linkbase Document**
	**
101.PRE ~~XBRL~~		Taxonomy Extension Presentation Linkbase Document**

* filed herewith

** Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of ~~1934.~~1934

2324

Table of Contents

~~SIGNA~~SIGNATURES~~TURES~~

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		TEL-INSTRUMENT ELECTRONICS CORP.


Date: ~~November~~February 14, ~~2011~~2012		By:	~~/s/~~ /s/ Jeffrey C. O’Hara
			Name: Jeffrey C. O’Hara
	~~CEO~~		Title: Chief Executive Officer Principal Executive Officer



Date: ~~November~~February 14, ~~2011~~2012	By:	~~/s/~~ /s/ Joseph P. Macaluso
		Name: Joseph P. Macaluso
		Title: Principal Financial Officer Principal Accounting Officer

2425

Table of Contents

	Three Months Ended						Six Months Ended
	September 30, 2011			September 30, 2010			September 30, 2011			September 30, 2010

Net sales	$	3,674,354		$	3,055,933		$	7,664,565		$	5,511,213
Cost of sales		2,191,127			1,586,698			4,319,707			2,959,598

Gross margin		1,483,227			1,469,235			3,344,858			2,551,615

Operating expenses:
Selling, general and administrative		667,874			692,631			1,466,696			1,450,675
Engineering, research and development		677,933			861,090			1,526,971			1,618,436
Total operating expenses		1,345,807			1,553,721			2,993,667			3,069,111

Income (loss) from operations		137,420			(84,486	)		351,191			(517,496	)

Other income (expense):
Amortization of debt discount		(13,396	)		(8,745	)		(26,791	)		(14,514	)
Amortization of debt expense		(27,080	)		(6,018	)		(54,160	)		(6,018	)
Change in fair value of common stock Warrants		104,891						(63,695	)
Gain on sale of capital asset		-			-			-			3,600
Proceeds from life insurance policy		-			-			300,029			-
Interest income		101			101			194			148
Interest expense		(96,416	)		(47,194	)		(199,110	)		(70,699	)

Income (loss) before income taxes		105,520			(146,342	)		307,658			(604,979	)

Income tax expense (benefit)		2,204			(58,348	)		28,493			(241,573	)

Net income (loss)		103,316			(87,994	)		279,165			(363,406	)

Basic income (loss) per common share	$	0.04		$	(0.03	)	$	0.11		$	(0.14	)
Diluted income (loss) per common share	$	0.04		$	(0.03	)	$	0.10		$	(0.14	)

Weighted average shares outstanding:
Basic		2,650,063			2,622,415			2,648,608			2,619,038
Diluted		2,736,993			2,622,415			2,733,850			2,619,038

	Six Months ended
	Sept 30,2011			Sept 30, 2010
Cash flows from operating activities:
Net income (loss)	$	279,165		$	(363,406	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Deferred income taxes		27,576			(244,288	)
Depreciation and amortization		112,265			109,447
Provision for inventory obsolescence		(260,000	)		-
Gain on sale of asset		-			(3,600	)
Amortization of debt discount		26,791			-
Increase in cash surrender value of life insurance		2,011			-
Gain on proceeds from life insurance policy		(300,029	)		-
Change in fair value of common stock warrant		63,695			-
Non-cash stock-based compensation		46,494			49,028

Changes in assets and liabilities:
Decrease (increase) in accounts receivable		1,130,256			(1,092,481	)
Decrease (increase) in inventories		584,560			(1,169,537	)
(Increase) decrease in prepaid expenses & other		(50,638	)		4,776
(Increase) decrease in other assets		(42,100	)		8,302
(Decrease) increase in accounts payable		(1,161,438	)		788,491
(Decrease) increase in accrued payroll, vacation pay & withholdings		(26,629	)		145,740
Decrease in deferred revenues		(11,063	)		(26,412	)
(Decrease) increase in progress billings		(424,202	)		446,090
Increase in accrued expenses		613,335			321,269
Net cash provided by (used in) operating activities		610,049			(1,026,581	)

Cash flows from investing activities:
Proceeds from the sale of capital asset		-			3,600
Purchases of equipment		(79,772	)		(93,890	)
Net cash used in investing activities		(79,772	)		(90,290	)

Cash flows from financing activities:
Proceeds from the issuance of common stock		-			50,000
Proceeds from the exercise of stock options		20,464			9,925
Proceeds from long-term debt		-			2,500,000
Expenses associated with long-term debt		-			(527,796	)
Repayment of long-term debt		(39,405	)		-
Repayment of capitalized lease obligations		(15,685	)		-
Proceeds from borrowings from line of credit		-			400,000
Repayment of line of credit		-			(1,000,000	)
Proceeds from life insurance policy		312,683			-
Net cash provided by financing activities		278,057			1,432,129

Net increase in cash and cash equivalents		808,334			315,258
Cash and cash equivalents at beginning of period		123,955			173,048
Cash and cash equivalents at end of period	$	932,289		$	488,306
Taxes paid	$	-		$	-
Interest paid	$	173,882		$	49,221
Capitalized lease obligations	$	67,772		$	-

	Three Months Ended		Three Months Ended
	September 30, 2011		September 30, 2010
Basic net income (loss) per share computation:
Net income (loss) attributable to common stockholders	$	103,316	$	(87,994	)
Weighted-average common shares outstanding	$	2,650,063		2,622,415
Basic net income (loss) per share attributable to common stockholders	$	0.04	$	(0.03	)
Diluted net income (loss) per share computation
Net income (loss) attributable to common stockholders	$	103,316	$	(87,994	)
Weighted-average common shares outstanding		2,650,063		2,622,415
Incremental shares attributable to the assumed exercise of outstanding stock options		86,930		-
Total adjusted weighted-average shares		2,736,993		2,622,415
Diluted net income (loss) per share attributable to common stockholders	$	0.04	$	(0.03	)

Six Months Ended September 30, 2011	Avionics Gov’t		Avionics Comm’l.		Avionics Total		Corporate Items			Total
Net sales		6,306,883		1,357,682		7,664,565		-			7,664,565
Cost of Sales		3,501,047		818,660		4,319,707		-			4,319,707

Gross Margin		2,805,836		539,022		3,344,858		-			3,344,858

Engineering, research, and development						1,526,971					1,526,971
Selling, general, and admin.						687,843		778,853			1,466,696
Amortization of debt discount						-		26,791			26,791
Amortization of debt expense						-		54,160			54,160
Change in fair value of common stock warrants						-		63,695			63,695
Proceeds from life insurance						-		(300,029	)		(300,029	)
Interest (income) expense, net						-		198,916			198,916
Total expenses						2,214,814		822,386			3,037,200

Income (loss) before income taxes					$	1,130,044	$	(822,386	)	$	307,658

Six Months Ended September 30, 2010	Avionics Gov’t		Avionics Comm’l.		Avionics Total		Corporate Items			Total
Net sales	$	4,246,320	$	1,264,893	$	5,511,213	$	-		$	5,511,213
Cost of Sales	_2,120,278		_839,320			2,959,598		-			2,959,598

Gross Margin		2,126,042		425,573		2,551,615		-			2,551,615

Engineering, research, and Development						1,618,436		-			1,618,436
Selling, general, and admin.						695,799	$	754,876			1,450,675
Gain on sale of asset						-		(3,600	)		(3,600	)
Amortization of debt discount								14,514			14,514
Amortization of debt expense								6,018			6,018
Interest (income) expense, net						-		70,551			70,551
Total expenses						2,314,235		842,349			3,156,594

Income (loss) before income taxes					$	237,380	$	(842,349	)	$	(604,979	)